American Physicians Capital (ACAP) 10-Q/A 2003 Q2 Quarterly report (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q/A

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from      to

Commission File Number: 000-32057

American Physicians Capital, Inc.
(Exact name of registrant as specified in its charter)

Michigan
(State or other jurisdiction of
incorporation or organization) 38-3543910
(IRS employer
identification number)

1301 North Hagadorn Road, East Lansing, Michigan 48823
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:(517) 351-1150

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YESx      NOo

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)

YESx      NOo

The number of shares outstanding of the registrant’s common stock, no par value per share, as of August 11, 2003 was 8,705,588.

TABLE OF CONTENTS

Bylaws, as amended May 7, 2003

Sec. 302 Certification of Chief Executive Officer

Sec. 302 Certification of Chief Financial Officer

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits.

3.2	Bylaws, as amended May 7, 2003 (1)
4.1	Indenture relating to Floating Rate Junior Subordinated Deferrable Interest Debentures Dated As Of May 15, 2003 (2)
4.2	Indenture relating to Floating Rate Junior Subordinated Debt Securities Dated As Of May 22, 2003 (2)
10.1	Amended And Restated Declaration Of Trust Dated As Of May 15, 2003 by and among U.S. Bank National Association, American Physicians Capital, Inc., William B. Cheeseman and Frank H. Freund (2)
10.2	Amended And Restated Declaration Of Trust Dated As Of May 22, 2003 of APCapital Trust II (2)
10.3	Placement Agreement, dated April 25, 2003 between the Company, American Physicians Capital Statutory Trust I, FTN Financial Capital Markets and Keefe Bruyette & Woods, Inc. (2)
10.4	Placement Agreement, Dated As Of May 13, 2003, with Sandler O’Neill & Partners L.P. (2)
10.5	Guarantee Agreement Dated As Of May 15, 2003 by and between U.S. Bank National Association and American Physicians Capital, Inc. (2)
10.6	Guarantee Agreement Dated As Of May 22, 2003 by and between Wilmington Trust Company and American Physicians Capital, Inc. (2)
10.7	Executive Employment Agreement, dated as of June 2, 2003, between Thomas Chase and American Physicians Assurance Corporation (2)
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (1)
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (1)
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) under the Securities Exchange Act of 1934 (2)

(1) Filed herewith.

(2) Filed with initial filing of June 30, 2003 Form 10-Q.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized.

Date: December 30, 2003

AMERICAN PHYSICIANS CAPITAL, INC
By:	/s/ FRANK H. FREUNDFrank H. Freund Its: Executive Vice President, Treasurer, Chief Financial Officer and principal accounting officer

EXHIBIT INDEX

Exhibit No.	Exhibit Description
3.2	Bylaws, as amended May 7, 2003 (1)
4.1	Indenture relating to Floating Rate Junior Subordinated Deferrable Interest Debentures Dated As Of May 15, 2003 (2)
4.2	Indenture relating to Floating Rate Junior Subordinated Debt Securities Dated As Of May 22, 2003 (2)
10.1	Amended And Restated Declaration Of Trust Dated As Of May 15, 2003 by and among U.S. Bank National Association, American Physicians Capital, Inc., William B. Cheeseman and Frank H. Freund (2)
10.2	Amended And Restated Declaration Of Trust Dated As Of May 22, 2003 of APCapital Trust II (2)
10.3	Placement Agreement, dated April 25, 2003 between the Company, American Physicians Capital Statutory Trust I, FTN Financial Capital Markets and Keefe Bruyette & Woods, Inc. (2)
10.4	Placement Agreement, Dated As Of May 13, 2003, with Sandler O’Neill & Partners L.P (2)
10.5	Guarantee Agreement Dated As Of May 15, 2003 by and between U.S. Bank National Association and American Physicians Capital, Inc. (2)
10.6	Guarantee Agreement Dated As Of May 22, 2003 by and between Wilmington Trust Company and American Physicians Capital, Inc. (2)
10.7	Executive Employment Agreement, dated as of June 2, 2003, between Thomas Chase and American Physicians Assurance Corporation (2)
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (1)
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (1)
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) under the Securities Exchange Act of 1934 (2)

(1) Filed herewith.

(2) Filed with initial filing of June 30, 2003 Form 10-Q.